UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Act of 1934

Date of Report:  May 17, 2016
(date of earliest event reported)
 
GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
1-34948
 
27-2963337
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
 
 
 
 
 
110 N. Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip code)
 
 
 
 
 
(312) 960-5000
(Registrant's telephone number, including area code)
 
 
 
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 17, 2016, General Growth Properties, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) at which 825,229,082 shares of its common stock were represented. During the Annual Meeting, our stockholders were asked to consider and vote upon the proposals described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on April 1, 2016. The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal 1 – Election of Directors

All nine of the nominees for directors were elected to serve for a term which expires at our 2017 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the votes set forth below.

Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
Richard B. Clark
 
790,354,826
 
18,278,931
 
59,543
 
16,535,782
 
Mary Lou Fiala
 
768,372,985
 
37,159,679
 
3,160,636
 
16,535,782
 
J. Bruce Flatt
 
771,398,721
 
34,940,825
 
2,353,754
 
16,535,782
 
John K. Haley
 
768,363,291
 
37,162,087
 
3,167,922
 
16,535,782
 
Daniel B. Hurwitz
 
803,546,820
 
5,071,247
 
75,233
 
16,535,782
 
Brian W. Kingston
 
799,651,640
 
8,985,399
 
56,261
 
16,535,782
 
Sandeep Mathrani
 
796,484,616
 
12,131,391
 
77,293
 
16,535,782
 
David J. Neithercut
 
803,492,214
 
5,128,215
 
72,871
 
16,535,782
 
Mark R. Patterson
 
771,584,232
 
37,032,027
 
77,041
 
16,535,782
 



Proposal 2 – Advisory Vote on Executive Compensation
The stockholders did not approve, on an advisory basis, the compensation of our named executive directors, by the votes set forth below.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
388,288,529
 
420,134,284
 
270,487
 
16,535,782
 
 
 
 
 
 
 

Proposal 3 – Ratification of the Selection of Independent Registered Public Accounting Firm
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified by the stockholders, by the votes set forth below.

Votes For
 
Votes Against
 
Abstentions
817,986,500
 
7,135,307
 
107,275
 
 
 
 
 

    









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
GENERAL GROWTH PROPERTIES, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Marvin J. Levine
Date: May 20, 2016
 
 
Marvin J. Levine
 
 
 
Executive Vice President and Chief Legal Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



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